GERMAN PUBLIC SECTOR FINANCE B.V. Amsterdam, The Netherlands INTERIM REPORT AS AT 30 JUNE 2011

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1 Amsterdam, The Netherlands INTERIM REPORT AS AT 30 JUNE 2011

2 Table of contents Responsibility Statement Page 1 Management Report Page 2-3 Financial Statements Balance Sheet as at 30 June 2011 Page 4 Profit and Loss Account for the period ended 30 June 2011 Page 5 Cash Flow Statement for the period ended 30 June 2011 Page 6 Notes to the Accounts as at 30 June 2011 Page 7-11 Other information Page 12

3 Responsibility Statement The Management of German Public Sector Finance B.V. (hereinafter the Company ) wishes to state that to our knowledge: 1. The 2011 financial statements give a true and fair view of the assets, liabilities, financial position and profit of the Company. 2. The 2011 financial statements give a true and fair view of the Company's position as per 30 June 2011 and the developments during the financial period ended 30 June 2011 of the Company, together with a description of principal risks it faces. Signed by: Johan Smit Managing Director Deutsche International Trust Company N.V. Managing Director Amsterdam, The Netherlands, 19 July

4 Management Report The Management herewith submits its annual accounts of German Public Sector Finance B.V. (hereinafter the Company ) for the financial period ended 30 June General information The Company is a limited liability company incorporated under the laws of The Netherlands and has its corporate seat in Rotterdam and business seat in Amsterdam. The principal activities of the Company consist of acquiring funds on behalf of institutions belonging to the public sector in Germany. Activities for the period The Company s activities remain unchanged from last year. It continues to hold a bond liability, from which the funds were on-lent to a third party. These items are the most significant items in the balance sheet. With respect to the profit and loss account, the interest rates on the bond liability and the long-term receivable are identical so the net interest income remains at nil (2010: nil). The Company receives management fees from a related party to ensure its profit is positive and at least equal to the taxable profit as agreed with the Dutch tax authorities in Financial risk management The Company s activities are primarily exposed to market risks. Market risk is defined as the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market prices. The Group s Corporate Risk function provides services to manage the financial risk relating to the Company s operations. The objective of market risk management is to manage and control market risk exposures within acceptable parameters, while optimizing the return on risk. The Company manages market risk by stratifying the portfolio and imposing limits. Currency risk Currency risk is the risk that fluctuations in the prevailing foreign currency exchange rates will affect the Company s financial position and cash flows. The Company does not run any currency risk, as the Company does not use any currency other than Euros. Interest risk Interest rate risk is the risk that fluctuations in the prevailing levels of market interest rates will affect the Company s financial position and cash flows. Interest rate exposure on the debt is fully mitigated by the on-lending of these amounts to Deutsche Telekom A.G. with matching terms. 2

5 Management Report Credit risk Credit risk is the risk that a counterparty will be unable to pay amounts in full when due. The Company s credit risk is predominently with Deutsche Telekom AG, the largest telecommunication company in Germany. The Company has not entered into any other transactions that might generate credit risk. Future outlook It is the intention of Royal Bank of Scotland N.V. (Amsterdam, The Netherlands) to sell all of its shares in the Company in the near future. Audit Committee On 25 May 2009, the shareholders of the Company, Deutsche Bank A.G. and Royal Bank of Scotland N.V. (formerly ABN AMRO Bank N.V.) have approved the Board Resolution to establish an Audit Committee for the Company, following the Royal Decree of 26 July 2008 implementing article 41 of the EU Directive 2006/43/EG. The Audit Committee of the Company consists of the following members: Jan Rijkenberg (independent member), Corwin Sier (accounting expert) and Johan Smit (accounting expert). The Management Johan Smit Managing Director Deutsche International Trust Company N.V. Managing Director Amsterdam, The Netherlands, 20 July

6 Balance Sheet as at 30 June 2011 (before appropriation of results and expressed in Euros) Notes 30-Jun Dec-2010 FIXED ASSETS Financial fixed assets Loan (3) 112,363, ,363,984 CURRENT ASSETS Accrued interest receivable (4) 493,782 3,522,311 Amounts due from group entity 57,013 54,364 Other receivables 2,269 - Cash at banks (5) 82,340 46, ,404 3,623,191 CURRENT LIABILITIES Accrued interest payable (6) 493,782 3,522,311 Interest payable 79,000 41,032 Creditors 17,168 23, ,950 3,586,813 NET CURRENT ASSETS 45,454 36,378 TOTAL ASSETS LESS CURRENT LIABILITIES 112,409, ,400,362 LONG TERM LIABILITY Bond liabilities (6) 112,363, ,363,984 TOTAL ASSETS LESS LIABILITIES 45,454 36,378 CAPITAL AND RESERVES Issued share capital (7) 18,151 18,151 Retained earnings 18,277 - Result for the year 9,076 18,227 45,454 36,378 The notes on page 7 to page 11 are an integral part of the financial statements. 4

7 Profit and Loss account for the period ended 30 June 2011 (expressed in Euros) Interest on loan and bond Period Year Notes Interest income (8) 2,979,151 4,946,337 Interest expense (8) (2,979,151) (4,946,337) Net income from financial activities - - Expenses General and administrative expenses (20,237) (43,289) Other income - 48 (20,237) (43,241) Service fee income (9) 31,582 65,930 PROFIT BEFORE TAXATION 11,345 22,689 Corporate income tax (10) (2,269) (4,462) RESULT FOR THE PERIOD (YEAR) 9,076 18,227 The notes on page 7 to page 11 are an integral part of the financial statements. 5

8 Cash Flow Statement for the period ended 30 June 2011 (expressed in Euros) CASH FLOWS FROM OPERATING ACTIVITIES: Year Year Notes Service fee income received 28, ,293 Payments to creditors (26,539) (114,045) Cash inflow from operations 2, ,248 Income tax paid (10) (4,538) (4,489) Net cash (used in) / generated from operating activities (2,144) 103,759 CASH FLOWS FROM FINANCING ACTIVITIES: Interest received on loan 6,007,680 6,007,680 Interest paid on bonds (5,969,712) (6,006,326) Dividend distributed - (103,961) Net cash used in financing activities 37,968 (102,608) NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS 35,824 1,151 Balance at 1 January 2011 (1 January 2010) 46,516 45,365 Balance at 30 June 2011 (31 December 2010) 82,340 46,516 The notes on page 7 to page 11 are an integral part of the financial statements. 6

9 Notes to the Accounts as at 30 June General The Company, a corporation with limited liability, having its statutory seat in Rotterdam, The Netherlands and its business seat in Amsterdam, The Netherlands, was incorporated on 22 May The principal activities of the Company consist of acquiring funds on behalf of institutions belonging to the public sector in Germany. The Company s ultimate parent companies are Royal Bank of Scotland N.V. (formerly ABN AMRO Bank N.V. Amsterdam, The Netherlands) and Deutsche Bank A.G. (Frankfurt, Germany) each for 50%. 2. Summary of principal accounting policies (a) General The accompanying accounts have been prepared in accordance with the provisions of Part 9, Book 2 of The Netherlands Civil Code. (b)assets and liabilities All assets and liabilities are stated at face value, unless otherwise stated in the notes thereon. (c)foreign currencies Any assets and liabilities expressed in currencies other than Euros are translated into Euros at the rates of exchange prevailing at the balance sheet date. Any transactions in foreign currencies are translated into Euros at rates of exchange approximating to those ruling at the date of the transactions. Resulting exchange differences, if any, are recognised in the profit and loss account. (d)determination of income All income and expenses are calculated on an accrual basis. (e)cash Flow Statement The cash flow statement has been prepared using the direct method. Cash flows denominated in foreign currencies, if any, are translated at average exchange rates. Exchange differences affecting cash items, if any, are shown separately in the cash flow statement. Interest paid and received, dividends received and income taxes are included in net cash from operating activities. Dividends paid, if any, are included in net cash used in financing activities. (f)corporation tax Corporation tax is calculated on the basis of the profit before taxation shown in the profit and loss account, taking into account tax allowances as agreed with the Dutch tax authorities. 7

10 Notes to the Accounts as at 30 June 2011 (g)use of estimates and judgements Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimates are revised and in any future periods affected. (h)financial instruments and changes in accounting policies Financial instruments include loans payable and loans receivable. As of 1 January 2011 financial instruments are initially recognized at fair value, including directly attributable transactions costs. After initial recognition, financial instruments are carried at amortized cost using the effective interest method, less impairment losses. Receivables are valued at nominal value less a bad debt provision if necessary. Due to the fact that there are no impairment losses or transaction costs recorded in the financial instruments of the Company the amortized cost equals the nominal value. 3. Financial fixed assets This item represents a loan granted to Deutsche Telekom (formerly named Deutsche Bundespost), Germany, originally amounting to DEM 500,000,000, due on 30 May 2016 and bearing interest at the rate of 5 7/8%. The original amount due from Deutsche Telekom AG has been reduced. The reductions have been the result of assigning a part of the receivable balance to Deutsche Bank AG. As a result of the reductions, the amount receivable at 30 June 2011 and 31 December 2010 was DEM 200,000,000 (EUR 102,258,376). This loan receivable from Deutsche Telekom has been pledged as security to the holders of the bond liability (see Note 6). As at 30 June 2011, the fair value of the loan amounted to EUR 114,415,046 (31 December 2010: EUR 112,363,984). Accrued interest receivable is included in the balance sheet as a current asset. 4. Accrued interest receivable and payable These items represent accrued interest on the loan receivable and bond liability. 5. Cash at banks Cash at banks are available on demand. 8

11 Notes to the Accounts as at 30 June Bond liability This item relates to a bond issued on the Frankfurt stock exchange which originally amounted to DEM 500,000,000 (EUR 255,645,941), due on 30 May 2016 and bearing interest at the rate of 5 7/8%. The amount due on the bond was reduced as a result of the Company assigning part of its receivable to the bondholder. As at 30 June 2011 and 31 December 2010, the Bond liability amounted to DEM 200,000,000 (EUR 102,258,376). The bond liability is not guaranteed. Reference is made to Note 3 above. As at 30 June 2011, the fair value of the Bond amounted to EUR 114,415,046 (31 December 2010: EUR 112,363,984). Accrued bond interest payable is included in the balance sheet as a current liability. 7. Capital and reserves With reference to article 178c sub 1 of Book 2 of the Netherlands Civil Code, the authorized share capital consists of 200 ordinary shares. According to the Company s articles of association, the shares are denominated in Dutch guilders at NLG 1,000 (EUR ) each. As per balance sheet date 40 shares (2009: 40) are issued and fully paidup. The movements in capital and reserves can be summarized as follows: 30-Jun Dec-2010 Share capital (unchanged) 18,151 18,151 Retained earnings Beginning of period (year) - 85,810 Appropriation prior year result 18,227 18,151 Dividend distributed - (103,961) End of period (year) 18,227 - Result for the period (year) Beginning of period (year) 18,227 18,151 Appropriation to retained earnings - (18,151) Undistributed result 9,076 18,227 End of period (year) 27,303 18,227 Total capital and reserves 45,454 36,378 9

12 8. Interest income and expenses GERMAN PUBLIC SECTOR FINANCE B.V. Notes to the Accounts as at 30 June 2011 This item relates to the interest income on the loan granted to Deutsche Telekom, Germany (see note 3), and the interest expenses on the issued bond (see note 6). There is no margin between the interest received and paid. 9. Service fee income The Company receives a service fee from Deutsche Bank AG, Germany, which has agreed to bear all expenses incurred by the Company plus a mark-up as deemed applicable per year. 10. Corporate Income tax The Company abides by certain conditions agreed to with The Netherlands Tax Authorities by which corporation tax is charged on a minimum fixed profit per annum. 11. Employees The Company has no employees and hence incurred no wages, salaries and related social security charges during the year under review or the previous year. 12. Directors The Company has two directors (2010: two), whom did not receive any remuneration for their activities during the period under review or the previous year. 13. Related parties The Company has relations with three parties. Deutsche Bank A.G., Frankfurt, Germany, who owns 50% of the shares of the Company. During the period under review, Deutsche Bank A.G. was charged for a service fee for the amount of EUR 31,582 (2010: 40,145). In addition, Deutsche Bank A.G. is the sole bondholder of the Company s issued bonds (see note 6). Royal Bank Scotland N.V. (formerly ABN AMRO N.V.), Amsterdam, The Netherlands, who owns 50% of the shares of the Company, had no transactions with the Company during the year under review. Deutsche International Trust Company N.V. charged EUR 12,793 (31 December 2010: EUR 22,092) for their corporate services 10

13 Notes to the Accounts as at 30 June Audit fees An amount of EUR 6,500 was accrued for the audit fees of the period ended 30 June 2011 (31 December 2010: EUR 12,756). The Management Johan Smit Managing Director Deutsche International Trust Company N.V. Managing Director Amsterdam, The Netherlands, 19 July

14 Other information Retained earnings Article 19 of the Articles of Association provides that the result established shall be at the disposal of the General Meeting of Shareholders. If and to the extent that a loss sustained in any fiscal year is not recovered from a reserve or made up in some other way, no distribution of profit shall be made in subsequent years as long as such loss has not been recovered. Article 19 of the Articles of Association provides that, insofar as there is a profit in the Company, The Board of Directors may declare an interim dividend. Appropriation of result The Management proposes that the result for the year be retained. 12

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